ARROW FINANCIAL CORP appointed David S. DeMarco as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


New Employment Agreement for CEO DeMarco. As previously announced on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 15, 2023, Arrow Financial Corporation (the "Company") appointed David S. DeMarco to serve as President and Chief Executive Officer of the Company and of Company subsidiary. Glens Falls National Bank and Trust Company ("GFNB"). Mr. DeMarco also continues to serve, as President and Chief Executive Officer of Company subsidiary Saratoga National Bank and Trust Company ("SNB" and together with GFNB, the "Bank").

As previously reported on Form 8-K filed with the SEC on February 6, 2023 (the "February 2023 Form 8-K"), Mr. DeMarco is party to an employment agreement by and among Mr. DeMarco, the Company and the Bank (the "DeMarco Employment Agreement"). In connection with Mr. DeMarco's appointment as President and Chief Executive Officer of the Company and of GFNB, the Company, the Bank and Mr. DeMarco entered into an Amended and Restated Employment Agreement dated July 18, 2023 and effective May 13, 2023, replacing the DeMarco Employment Agreement (the "DeMarco A&R Employment Agreement"). 

The DeMarco A&R Employment Agreement provides for a term expiring on January 31, 2026, an increase in Mr. DeMarco's annual base salary to $575,000 and an increase in the target cash bonus Mr. DeMarco is eligible to receive to fifty percent (50%) of his base salary. The DeMarco A&R Employment Agreement also provides that, on or before the anniversary date of the agreement (as defined), the Board of Directors of the Company and the Bank will consider and vote upon a proposal to replace the existing agreement with a new three-year employment agreement containing provisions at least as favorable to the executive as his current agreement on the date of such consideration. Other key terms of the DeMarco A&R Employment Agreement remain as described on the February 2023 Form 8-K. This summary of the DeMarco A&R Employment Agreement is qualified in its entirety by reference to the full and complete terms of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.


New Appointment and New Employment Agreement for Ivanov. The Company has appointed Penko K. Ivanov as Senior Executive Vice President of the Company and the Bank. As reported on the February 2023 Form 8-K, Mr. Ivanov was currently serving as Executive Vice President, Treasurer and Chief Financial Officer of the Company and Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer of the Bank and is party to an employment agreement by and among Mr. Ivanov, the Company and the Bank in connection therewith (the "Ivanov Employment Agreement"). Mr. Ivanov will continue to serve as Treasurer and Chief Financial Officer of the Company and Chief Financial Officer, Treasurer and Chief Accounting Officer of the Bank. In connection with Mr. Ivanov's appointment as Senior Executive Vice President of the Company and the Bank, the Company, the Bank and Mr. Ivanov have entered into a new, substantially similar employment agreement replacing the Ivanov Employment Agreement dated and effective July 18, 2023 (the "Ivanov A&R Employment Agreement"). In addition to the change in Mr. Ivanov's titles, Mr. Ivanov's annual base salary will be increased to $390,000. Other key terms of the Ivanov A&R Employment Agreement remain as described on the February 2023 Form 8-K. This summary is qualified in its entirety by reference to the full and complete terms of the agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and which is incorporated herein by reference.